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AUTHOR -- AGENT AGREEMENT

NORTHERN LIGHTS LITERARY SERVICES, LLC ("Agent"), and Ima Author ("Author"), agree as follows:

GENERAL TERMS.

1.1 Agent’s Business. Agent is in the business of representing and promoting authors and providing other literary services for authors who are working in (or aspire to work in) the professional literary world.

1.2 Author's Work. Agent shall have the exclusive right to negotiate for the disposition of literary rights for Author’s work Name Of Book, subject to this Agreement. Author is the sole owner of all of the literary rights related to Author’s Work (hereinafter referred to as “Literary Rights”).

For the purpose of this Agreement, the term “Literary Rights” shall mean all of the literary and other intellectual property rights of every kind and nature whatsoever related to or derived from Author’s creation of Author’s Work, including without limitation all publishing rights, motion picture rights, audio rights, electronic rights, and merchandising rights both within the United States and everywhere else in the world (sometimes referred to as “Foreign Rights”).

1.3 Engagement of Agent’s Services. Author hereby engages Agent (and Agent’s individual literary agent, SAMMIE L. JUSTESEN, and Agent hereby accepts such engagement, as the exclusive professional literary agent of and for Author and as the promoter of Author’s Work and of Author’s literary career as a writer in the professional literary world (“Author’s Literary Career”); provided, however, the term “Author’s Literary Career” shall not include any of Author’s work as a professional consultant, and Agent shall not be entitled to any compensation as a result of any income earned by Author from her work as a professional consultant.

1.4 Independent Contractor Relationship. Each of Agent and Author shall be deemed an independent contractor and neither shall be deemed to be the employee of the other, i.e., nothing in this Agreement shall be deemed to create an employee/employer, partnership, or joint venture relationship between Agent and Author.

1.5 Term. The term of this Agreement shall commence upon the signing of this Agreement by Agent and Author and shall continue unless terminated as provided in Paragraph 6.10 below.

1.6 Territory. The territory governed by this Agreement shall be worldwide.

2. PAYMENT TO AGENT, COMPENSATION OF AGENT, REIMBURSEMENT OF AGENT’S EXPENSES, REMITTANCE TO AUTHOR, AND INSPECTION OF AGENT’S BOOKS. Except as otherwise provided in this Agreement:

2.1 Payment to Agent. All gross receipts owed to Author by any third-party, including without limitation any publisher or distributor, arising out of, derived from, or related in any way to the sale or other disposition (during the term of this Agreement) of any of Author’s Literary Work and/or Literary Rights (“Author’s Gross Receipts”) shall be paid directly to Agent; and, for this limited purpose, Author hereby appoints Agent as Author’s limited attorney-in-fact;

2.2 Agent’s Compensation and Reimbursement of Expenses. In consideration for Agent’s performance of Agent’s duties under this Agreement:

2.2.1 Basic Agency Fee. As Agent’s basic agency fee, Agent shall be entitled to receive a total of fifteen percent (15%) of all of Author’s Gross Receipts (net of any sales tax or gross receipts tax Author is liable for relative to such Author’s Gross Receipts) (“Agent’s Basic Agency Fee”); provided, however, Agent shall not be entitled to receive any commission or other sum with respect to any of Author’s Gross Receipts arising out of, derived from, or related to any prior or pre-existing agreements between Author and any third-party; AND

2.2.2 Additional Sub-Agency Fee. Upon subsequent written agreement between Author and Agent, if Agent retains any co-agent or sub-agent with respect to the commercialization and/or exploitation of any Foreign Rights with respect to Author’s Work and/or Literary Rights, Agent shall be entitled to receive an additional ten percent (10%) of all of Author’s Gross Receipts derived from such Foreign Rights (“Agent’s Additional Sub-Agency Fee”); provided, however, except as specifically provided in this Paragraph 2.2.2 and in Paragraph 2.2.3 (relating to Reimbursement of Agent’s Expenses) below, Agent shall be solely responsible for all payments made and/or owed to any other sub-agent and/or co-agents retained by Agent; AND

2.2.3 Reimbursement of Agent’s Expenses. When any of Author’s Literary Work has been successfully sold in one or more of the markets (domestic and/or foreign) to which it has been submitted, Agent shall be entitled to reimbursement of the reasonable and customary costs, fees, and expenses incurred by Agent’s with regard to Agent’s representation of Author (“Agent’s Reimbursable Expenses”). Agent’s Reimbursable Expenses shall include international mail costs, courier service fees, photocopying, and the cost of books used for international submissions. Author’s approval of any expenses not listed above shall be required. Agent’s Reimbursable Expenses shall not include any of Agent’s usual and customary office expenses, e.g., telephone, staff, etc., which will be Agent’s sole responsibility.

2.2.4 Effect of Sale of Rights after Termination of Agreement. If Author sells or transfers any Literary Rights in any of Author’s Literary Work to any person or other entity to which Agent submitted a proposal for the sale of those rights during the term of this Agreement, Agent shall be entitled to the same compensation, i.e., Agent’s Basic Agency Fee and any applicable Agent’s Additional Sub-Agency Fee, and to reimbursement of Agent’s Reimbursable Expenses if such sale or transfer of Literary Rights takes place within ninety (90) days after this Agreement terminates. Once earned under this Agreement, Agent’s right to be compensated for any sale or disposition of Literary Rights in any of Author’s Work shall continue even after this Agreement terminates.

2.3 Remittance to Author. Within ten (10) business days after Agent receives any of Author’s Gross Receipts, Agent shall pay Author all sums collected as Author’s Gross Receipts less only: (i) Agent’s Basic Agency fee; (ii) any applicable Agent’s Additional Sub-Agency Fee; and (iii) Agent’s Reimbursable Expenses. At that time Agent shall also provide Author with an accounting (with reasonable supporting documentation) reflecting Author’s Gross Receipts actually collected by Agent and an itemization of all deductions for: (i) Agent’s Basic Agency Fee; (ii) any applicable Agent’s Additional Sub-Agency Fee; and (iii) Agent’s Reimbursable Expenses.

Except as otherwise provided in this Agreement, all sums paid to Agent under this Agreement shall be deemed to have been paid irrevocably.

2.4 Inspection of Books. Upon written request, Author and/or Author’s representative shall have the right to examine Agent’s books and records to the extent that such books and records pertain to any matters under this Agreement. Such examinations shall occur not more frequently than quarterly in any calendar year and shall be conducted at Agent’s offices during normal business hours and at a mutually agreeable time. In order to mitigate the costs of such examination, within thirty (30) days after Author’s written request to Agent, Agent shall provide to Author (or to Author’s representative) photocopies or electronic copies (readable by standard office software) of all relevant records which could be examined by Author (or Author’s representative) at Agent’s offices pursuant to this paragraph.

3. DUTIES AND POWERS OF AGENT. During the term of this Agreement and subject to all other terms and conditions set forth in this Agreement:

3.1 Reasonable Best Efforts Performance. Agent shall render and perform Agent’s professional literary agency and promotional services required under this Agreement on a “reasonable best efforts” basis. For the purpose of this Agreement, the term “reasonable best efforts” shall mean: (i) in a manner reasonably consistent with the generally accepted standards of care, quality, skill, and diligence generally applicable to the nature of Agent’s professional services within the field of professional literary agents; and (ii) in a manner reasonably consistent with Agent’s responsibilities to Agent’s other clients, i.e., to Agent’s other professional writers who are working in (or aspire to work in) the professional literary world; and (iii) in a manner reasonably likely to enhance Author’s opportunities (given Author’s individual and specific strengths, skills, vulnerabilities, and challenges) to succeed as a professional writer in the professional literary world.

3.2 Agent’s Duties Relative to Literary Agency and Promotion of Author’s Professional Career. Contingent upon Author’s compliance with the terms and conditions of this Agreement, Agent shall:

3.2.1 Attempt to find appropriate publishers for Author’s Work;

3.2.2 Negotiate on Author’s behalf appropriate contracts with publishers for the publication of Author’s Work and/or with other third-parties for the sale or other disposition of Author’s Literary Rights relative to Author’s Work throughout the world; provided, however, Author reserves final control over any agreement disposing of Author’s Literary Rights, and no agreement disposing of any of Author’s Literary Rights shall be binding without Author’s signature.

3.2.3 Coach and assist Author with respect to the promotion of Author’s Literary Career;

3.2.4 Consult with Author periodically as necessary or appropriate to maintain effective communication between Agent and Author with respect to Author’s Literary Career;

3.2.5 Discuss with Author all enquiries from third-parties related to Author’s Work and with regard to Author’s Literary Career;

3.2.6 Provide Author with periodic reports of Agent’s work and Agent’s plans for future work for and on behalf of Author’s Literary Career;

3.2.7 Assist Author with Author’s collection of all monies owed to Author by third-parties with regard to Author’s Work and with regard to Author’s activities within Author’s Literary Career, including without limitation all royalties due from publishers and other third-parties;

3.2.8 Provide Author with regular written reports setting forth relevant details relative to Agent’s Reimbursable Expenses that are related solely to Agent’s activities as Author’s Agent and not as Agent of other Authors;

3.2.9 Maintain an account for all funds collected by Agent on Author’s behalf; provided that such account may also hold funds collected by Agent on behalf of other clients of Agent; provided further, except to the extent of funds that are then owed to Agent by Author (or, with respect to funds collected by Agent on behalf of Agent’s other clients, are then owed to Agent by such other clients of Agent), such account shall not hold Agent’s funds, i.e., except to the extent of funds that are then owed to Agent, at all times all funds owed to Author shall be kept separate from and shall not be commingled with Agent’s own operating funds.

4. NOTICES.

4.1 Manner of Notice. All notices which are required to be given under this Agreement or which either party desires to give to the other relative to any matter under this Agreement shall be in writing and (i) delivered personally to the other party or to any officer, director, or other agent or representative of the other party designated by such other party as having authority to receive such notices, or (ii) transmitted to the other party by facsimile or other electronic transmission, or (iii) delivered by a recognized overnight or two-day delivery service such as DHL or FedEx, or (iv) transmitted to the other party by electronic mail; provided, however, that any notice transmitted by facsimile or other electronic transmission or by electronic mail shall be followed up by personal delivery or overnight delivery within forty-eight (48) hours after the termination.

4.2 Notices to Agent. Any notice to Agent shall be sent to Agent at the following address/fax number/email address, or to such other address/fax number/email address as Agent may hereafter designate:

            AGENT:                       Northern Lights Literary Services LLC
            Attention:                     Sammie L. Justesen
            Address:                      2721 Tulip Tree Road
                                               Suite A
                                               Nashville IN 47448-9128 USA
            Fax Number:                (888) 281-6615
            Email Address:             sammie@northernlightsls.com

4.3 Notices to Author. Any notice to Author shall be sent to Author at the following address/fax number/email address, or to such other address/fax number/email address as Author may hereafter designate:

            AUTHOR:                     Ima Author
            Address:                      12345 Magnolia Lane
                                               Evergreen CA 12345
            Email Address:             imaauthor@imaauthorcom

4.4 Effective Date. Except as otherwise provided herein, the effective date of any notice hereunder shall be the earlier of the date such notice is actually delivered personally, or the date such notice is transmitted by facsimile or other electronic transmission, or the third day after the date such notice is deposited with a recognized overnight delivery service with the delivery charges prepaid.

5. DISPUTE RESOLUTION. In the event of any dispute between the parties, the parties shall attempt to resolve such disputes through discussion. If the parties are unable to resolve the disagreement, the parties agree to submit the disagreement to binding arbitration before a single arbitrator chosen by the parties. If the parties are unable to agree on an arbitrator, each party shall appoint a representative and the representatives shall choose a single arbitrator. The parties shall arbitrate the disagreement in accordance with and pursuant to the then existing rules of the American Arbitration Association. The parties also agree that an arbitrator may award reasonable costs and attorney fees to the winning party, and that the arbitration award may be enforced in any court with jurisdiction.

6. MISCELLANEOUS PROVISIONS.

6.1 Binding. This Agreement shall be binding up and shall inure to the benefit of the parties, their heirs, representatives, and assignees.

6.2 Time Is of The Essence. Time is of the essence as to all matters set forth in this Agreement. The failure of any party hereto to perform any obligation by the date required shall constitute a material and substantial breach of this Agreement.

6.3 Governing Law and Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of IDAHO. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Bonner County, Idaho, in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise. The provisions of this paragraph shall not be construed or interpreted to conflict with the provisions of Paragraph 6.4 above, i.e., except for non-arbitral matters, if any, the parties shall be obligated to arbitrate any dispute arising under this Agreement.

6.4 Entire Agreement. This Agreement represents the entire agreement between Agent and Author relative to the subject matter of this Agreement and supersedes all prior negotiations, representations, and agreements relative to such subject matter.

6.5 Independent Provisions. Each of the provisions of this Agreement is independent of every other provision. In the event that any provision of this Agreement is determined to be invalid or unenforceable for any reason, the remaining provisions shall continue to be binding, valid, and effective with the invalid or unenforceable provisions being stricken the same as if never written.

6.6 Captions. The captions herein are for convenience only and shall have no legal effect.

6.7 No Assignment by Agent. Without Author’s prior written consent, Agent shall not assign any of its rights, powers, or duties under this Agreement; provided, however, Agent may assign its right to receive compensation and reimbursement of Agent’s Reimbursable Expenses to any third-party; and provided further if Agent is no longer in existence or actively involved in the business of (or operating within the field of) literary agency, then, on written notice from Author to Agent (or Agent’s representatives), Author may assume responsibility for collection of all sums owed to Author by any publisher or other third-party, and Author shall continue to have the obligation to pay Agent all sums owed to Agent under Paragraphs 2.2.1 through 2.2.3 above.

6.8 No Waiver. No term or condition of this Agreement may be waived except by a writing signed by the party entitled to the benefit thereof. No waiver shall be construed to apply to any further or future default.

6.9 Warranties, Representations, and Indemnification. Each party represents and warrants that he/she/it has the right to enter into this Agreement without impairing anyone else’s rights, and that he/she/it shall not to make any commitment relative to Author’s Work and Author’s Literary Rights that would conflict with this Agreement. Each party shall defend, indemnify, and hold the other party harmless from and against every claim based on any alleged breach of the provisions of this paragraph.

6.10 Early Termination. Either Agent or Author may terminate this Agreement at any time upon thirty (30) days prior written notice to the other.

6.11 Independent Advice and Mutual Preparation. Each party acknowledges that: (i) he/she/it has been advised to seek independent legal and tax advice with regard to this Agreement; (ii) this document shall be deemed to have been drafted by both parties and that no presumptions shall be made against either party based on the actual drafting of this Agreement or any provision of this Agreement; and (iii) he/she/it is entering into this Agreement freely and voluntarily.

Dated:_______________________ Dated: _________________________

AGENT: AUTHOR:

NORTHERN LIGHTS LITERARY SERVICES, LLC

An Idaho Limited Liability Company

BY ______________________________

SAMMIE L. JUSTESEN, Agent Ima Author

EIN: 41-0000000 SSN: 000-00-0000